What is a “Business Name?”
Any person engaged in a business activity in Tonga under a name other than their own must register that “business name” with the Registrar. This situation usually arises in one of two instances: I) a sole proprietor (or husband and wife) operates a business under a “trading name” or a “d/b/a,” or ii) a registered company seeks to do business in a name other than its own for marketing purposes. Therefore, the purpose of a business name registration is to give the public the names of the true owners of a business with whom they might be interacting.
Filing a business name registration is often a first step for a small business in entering the formal economy. Holding this registration may allow the small business person to open a bank account and otherwise transact business using the registered name. There are far fewer administrative burdens placed on a business name owner as opposed to a director or shareholder of a company, making it attractive to the small business owner. However, it is critical to remember that unlike with a company incorporation, there is no independent legal entity created by a business name registration. Thus, there is no personal liability protection for the owner of a business name registration. Therefore, if you are a sole proprietor or in a partnership, you should carefully consider whether a business name registration is the proper type of registration for your small business.
How do I register?
Registration is easy. First, we suggest you search the registrar to see if your preferred business name has already been registered or is the name of an existing company. In this case your name would not be allowed. If the name is available and you wish to register using the paper form, then all you need to do simply complete the Application for Business Name (Form 1) and submit it to the Registrar. Documents can be delivered by hand during normal business hours or through the post to the following address: Registrar of Companies, Ministry of Commerce, Tourism and Labour, PO Box 110 Salote Road, Nuku’alfoa, Tonga.
To register your business name online or to maintain an existing business name details online, you will first need a Business Registries user account. You will then you follow the process of registration online and at the end pay the fee. Please see the “Register Services” tab above for directions on how to use the online services.
Once the application has been approved you will be sent a Certificate of Business Name Registration, meaning that the process is complete and your name will be shown on the Register. If you provided an email on the application the Certificate will be emailed to that email account.
What must I do then?
Whenever any information on the business name registration changes (such as an address change or a change of name of an owner) you should file an amendment to your registration (Form 4). You are also required to submit an annual renewal (Form 3) each year so that the Registrar can keep accurate records on what business names are still active. You can make this changes via the online service by registering as a user and gaining authority over your business name. Please see the “Register Services” tab for directions on how to use the online services.